Archive | May, 2013

Shareholder Wealth Maximization: Implementation under Corporate Law

No time for my own analysis, but I though readers should be aware of this recent paper. Sharfman, Bernard S., Shareholder Wealth Maximization and its Implementation under Corporate Law (May 16, 2013). Florida Law Review, Vol. 65, No. 5 (2013). Full text available at SSRN.

Abstract: As its theoretical foundation, this article accepts shareholder wealth maximization as both the primary norm of corporate governance and the objective of corporate law. If so, then any model of corporate law must explain why courts have historically shown little interest in reviewing a Continue Reading →

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Dark Language: a Review of "Who Cares? Corporate Governance in Today’s Equity Markets"

Robert Monks

(Guest Post by Robert A.G. Monks) Let me tell you about something I read recently called Who Cares? Corporate Governance in Today’s Equity Markets (OECD Work Paper #8) by Mats Isaksson and Serdar Celik.  Mats has been a major figure in the corporate governance movement for many years and is one of the key people in this field at OECD.  I don’t know Serdar Celik as I know Mats, but the two have created an important and very thought-provoking document that you must read if you’re investing.

We’re living in a world where there are many layers between the beneficial owner who enjoys (or suffers) the consequences of how the company performs and the person with legal authority to vote.  As the authors put it, “the growth of intermediation has increased the potential for misaligned incentives.”  The relationship between what they call “savers” and the corporations they own passes through nominee names, it passes through custodians, it passes through various voting advisers, and at the end of the day very little remains of the legal concept of fiduciary duty.  We buy into the idea when we invest but a little bit comes off at each stage and by the time you’re finished there’s nothing left. Continue Reading →

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Netflix Needs Proxy Access – Proxy Score 10 Out of 100

Netflix, Inc. ($NFLX) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/7/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 5/25/2013. I voted with management only 10% of the time.  View Proxy Statement. NFLX is another supposedly high-tech company with no hyperlinks in their proxy statement. In fact, they don’t even include an index. They either don’t want investors to be able find information or they just don’t care enough to bother. While the stock has risen recently, the company remains risky because of poor corporate governance. Continue Reading →

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Google $GOOG – Proxy Score 53

Google (GOOG) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/6/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/23/2013.  I voted with management 53% of the time.  View Proxy Statement.

 Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Cognizant Technology Solutions $CTSH – Proxy Score 75

Cognizant Technology Solutions (CTSH) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/4/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/23/2013.  I voted with management 75% of the time.  View Proxy Statement.

 Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in Continue Reading →

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Tesla Motors $TSLA – Proxy Score 33

Tesla Motors (TSLA) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/4/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/26/2013.  I voted with management 33% of the time.  View Proxy Statement.

 Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime)  I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings Continue Reading →

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Video Friday: Joseph Stiglitz – The Price of Inequality

From a friend:
He came to the SEC a month ago and gave such an awesome talk about his new book, The Price of Inequality: How Today’s Divided Society Endangers Our Future
…  incredible talk.  This guy is serious, Nobel Prize in economics and whatnot. He’s talking about industry entrenchment, the finance industry, manipulation of government, and how the rich are way richer than they’ve ever been, and the poor are still really poor, etc.  He’s also saying better corporate governance would fix a Continue Reading →
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Proposals to Address Fugitive Methane Receive Strong Shareowner Support

A series of strong shareholder votes have sent a clear message that natural gas companies must do much more to address fugitive methane leakage and management.  Shareholder proposals asking Houston-based Spectra Energy $SE, Tulsa-based Oneok $OKE, and Fort Worth-based Range Resources $RRC to issue reports on how they are managing high-climate-change-impact methane emissions have received favorable votes from company shareholders:  35.4%, 38.2%, and 21.7% respectively.  These are the first proposals directly addressing how leaking methane affects the environmental profile of natural gas, calling on companies to disclose leakage rates and mitigation strategies. Continue Reading →

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Conversion: Fossil Free Endowments

Not sure what year; probably outdated.

About a month ago, I posted a piece aimed at getting students and alumni at Harvard (and hopefully at other universities) to advocate for more democratic endowments. In my zeal to focus on endowment governance, I was far too dismissive of the movement at Harvard and hundreds of universities to divest of fossil fuels. While I still think endowment governance is central, after further examining the issue, I have come to believe divestment of fossil fuel companies is likely to be a very important part of a larger movement to ensure a salubrious planet and one which should also be compatible with more democratically governed endowments.

Perhaps explaining the evolution of my thoughts will help others have a similar conversion.

In reviewing the Investment Policy Statement of the Fair Harvard Fund, I expressed my opinion that their strong emphasis on negative screening reminded me of where SRI funds were 20 years ago (Fair Harvard Fund Makes Progress: Alternative Endowment Should Be Permanent & Democratic): Continue Reading →

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Dreamworks Animation $DWA: Vote One-Vote Per Share Plan – Proxy Score 42

Dreamworks Animation Skg Inc (DWA) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/29/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 5/17/2013.  I voted with management 42% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Ellie Mae Inc $ELLI: Proxy Score 40

Ellie Mae Inc (ELLI) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/29/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 5/19/2013.  I voted with management 40% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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CII Sticks Up For Retail Investors on Blank Votes, Phony VIF Ballot Titles & Biased Vote Reporting

Has the Council of Institutional Investors (CII) turned over a new leaf or am I only beginning to notice because they recently came out publicly agreeing with me?  Three years ago a group of us petitioned the SEC to clarify that the same rules that apply to proxies also apply to voter information forms, VIFs. The group included Glyn Holton, Mark Latham, Eric M. Jackson, James P. Hawley, Andrew Williams, Andrew Eggers, Bradley Coleman and Erez Maharshak.

Recently, CII wrote to the SEC in support of that position, without explicitly citing our earlier petition. In their April 5 letter, concerned with a proposed rule’s incentives to create “enhance brokers’ internet platforms (EBIPs), CII reminded the SEC that key to the stated intent of the rule was to provide benefits to investors and corporate governance generally. Before moving forward on EBIPs, CII recommends action or clarification on the following: Continue Reading →

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The Home Depot, Inc. $HD: Proxy Score 81

The Home Depot, Inc. (HD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/16/2013.  I voted with management 81% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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NextEra Energy, Inc. $NEE: Proxy Score 69

NextEra Energy, Inc. (NEE) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/16/2013.  I voted with management 69% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Amazon.com, Inc. (AMZN): Proxy Score 64

Amazon.com, Inc. ($AMZN) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/16/2013.  I voted with management 64% of the time.  View Proxy Statement (high tech AMZN but no hyperlinked index). Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Proto Labs Inc (PRLB): Proxy Score 100

Proto Labs Inc ($PRLB) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/15/2013.  I voted with management 100% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Video Friday: Douglas Park on Corporate Governance

Alan Olsen interviewed corporate governance expert Douglas Park for his radio program, American Dreams: Keys to Life’s Success radio show. Each week expert guests join Alan as they discuss how to make businesses thrive during challenging economic times and overcoming adversity.

What is corporate governance and what should startups be doing to use it to their advantage? “Actively manage the relationship with the board” says Dr. Douglas Park or Rimon Law Group. “Prepare for board meetings, not only in terms of what’s going to go on in the board meeting but even before and after” Learn more from Dr. Park as he reviews how corporate governance can help or harm your company. Continue Reading →

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Goldman Sachs (GS): Vote for Proxy Access

Goldman Sachs ($GS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/15/2013. I’ll check back and may post again on GS before the voting deadline, depending on developments. I voted with management 26% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Juniper Networks, Inc. (JNPR): Proxy Score 80%

Juniper Networks, Inc. ($JNPR) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013.  I voted with management 80% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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American Tower Corp (AMT): Proxy Score 100

American Tower Corp ($AMT) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013.  I voted with management 100% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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3D Systems Corporation (DDD): Proxy Score 90

3D Systems Corporation ($DDD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/13/2013.  I voted with management 90% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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How I Voted: Union Pacific Corporation (UNP) – Proxy Score 56

Union Pacific Corporation ($UNP) is one of the stocks in my portfolioTheir annual meeting is coming up on 5/16/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013.  I voted with management 56% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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iRobot Corporation (IRBT) Shareowners Should Vote for Proxy Access

iRobot Corporation ($IRBT) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/22/2013. ProxyDemocracy.org had collected the votes of no funds when I checked on 5/13/2013. I’ll check back and may post again on IRBT before the voting deadline. I voted with management 40% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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My Notes from Ceres Conference 2013

Let’s just label these notes as “for entertainment purposes only.” Attending the conference was a real pleasure. Unfortunately, I was too busy catching up with people to take more than impressionistic notes at a few of the discussions. Prepare to be frightened about global climate change and our irresponsibly slow pace addressing the catastrophic consequences we are already beginning to see all around us. Save April 30 and May 1 for Ceres Conference 2014 in Boston. Continue Reading →

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Johnson & Johnson (JNJ) Responds to My Voting Advice

Guest Post from Douglas K. Chia, Assistant General Counsel & Corporate Secretary, Johnson & Johnson and formerly named a Rising Star of Corporate Governance by the Ira M. Millstein Center for Global Markets and Corporate Ownership. I wish a representative of every company would send such a thoughtful response to my voting advice. I’ve placed my response in italics.

Here are some points of clarification on your recent post, “How I Voted: Johnson & Johnson (JNJ) – Proxy Score – 76%” (April 23, 2013):

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How I Voted: Chipotle Mexican Grill (CMG) – Proxy Score 38

Chipotle Mexican Grill ($CMG) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/17/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013.  I voted with management 38% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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